VIA AM SICAV. Société d investissement à capital variable (SICAV)

Transcription

1 VIA AM SICAV Société d investissement à capital variable (SICAV) An undertaking for collective investment in transferable securities (UCITS) in the form of an open-ended investment company with variable share capital Subject to the Luxembourg law of 17 December 2010 relating to undertakings for collective investment, as amended Prospectus July 2018 VISA 2018/ PC L'apposition du visa ne peut en aucun cas servir d'argument de publicité Luxembourg, le Commission de Surveillance du Secteur Financier

2 TABLE OF CONTENTS 1. INTRODUCTION DIRECTORY DEFINITIONS INVESTMENT STRATEGY AND RESTRICTIONS Authorised investments Prohibited investments Risk diversification limits Control limits Financial derivative instruments Efficient portfolio management techniques Collateral policy Global exposure limits Leverage Breach of investment limits GENERAL RISK FACTORS Market risk Nominee arrangements Liquidity risk Counterparty risk Operational risk Certain financial instruments and investment techniques Risk of investing in a Master Fund MANAGEMENT AND ADMINISTRATION The Board of Directors The Management Company The Investment Manager The Depositary The Administrator and Paying Agent The Auditor Conflicts of interest SHARES Shares, Sub-Funds and Share Classes Dividend distribution policy Eligible Investors Subscription for Shares Redemption of Shares Conversion of Shares Transfer of Shares Special considerations Late trading, market timing and other prohibited practices Prohibited Persons Prevention of money laundering VALUATION AND NET ASSET VALUE CALCULATION Calculation of the Net Asset Value Valuation procedure Publication of the Net Asset Value Temporary suspension of the Net Asset Value calculation FEES AND EXPENSES Subscription Fee and Redemption Fee... 76

3 9.2 Management Fee Performance Fee Fees of the Depositary and the Administrator Directors fees and expenses Soft commission arrangements Operating and Administrative Expenses Transaction costs Extraordinary expenses Formation expenses Cap on fees and expenses GENERAL INFORMATION Reports and financial statements Meetings of shareholders Investors rights Changes to this Prospectus Documents available Complaints Data protection Merger and reorganisation Liquidation Liquidation or reorganisation of the Master Fund TAXATION Taxation of the Fund Taxation of the shareholders FATCA SUPPLEMENT I VIA SMART-EQUITY OPE SUPPLEMENT II VIA SMART-EQUITY US SUPPLEMENT III VIA SMART-EQUITY WORLD SUPPLEMENT IV VIA ABSOLUTE RETURN SUPPLEMENT V O SMARTE FUND APPENDIX

4 1. INTRODUCTION This Prospectus contains information about VIA AM SICAV that a prospective investor should consider before investing in the Fund and should be retained for future reference. The Fund is a public limited company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg as an investment company with variable share capital (société d'investissement à capital variable). The Fund is subject to Part I of the Luxembourg law of 17 December 2010 relating to undertakings for collective investment, as amended or supplemented from time to time. The Fund has been authorised by the Commission de Surveillance du Secteur Financier (CSSF) which is the Luxembourg supervisory authority of the financial market. However, such authorisation does not require the CSSF to approve or disapprove either the adequacy or accuracy of this Prospectus or the portfolio of assets held by the Fund. Any declaration to the contrary should be considered as unauthorised and illegal. The Fund is a single legal entity incorporated as an umbrella fund comprised of separate Sub- Funds. Shares in the Fund are shares in a specific Sub-Fund. The Fund may issue Shares of different Share Classes in each Sub-Fund. Such Share Classes may each have specific characteristics. Certain Share Classes may be reserved to certain categories of investors. Investors should refer to the Supplement for further information on characteristics of Share Classes. The Fund is registered with the Luxembourg Trade and Companies Register under number B The latest version of the Articles of Association was published in the Mémorial C, Recueil des Sociétés et Associations of the Grand-Duchy of Luxembourg on 3 March Neither delivery of the Prospectus nor anything stated herein should be taken to imply that any information contained herein is correct as of any time subsequent to the date hereof. The Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful or to any person to whom it is unlawful to make such offer, solicitation or sale. The information contained in this Prospectus is supplemented by the financial statements and further information contained in the latest Annual Report and Semi-Annual Report of the Fund, copies of which may be requested free of charge at the registered office of the Fund and on No distributor, agent, salesman or other person has been authorised to give any information or to make any representation other than those contained in the Prospectus and in the documents referred to herein in connection with the offer of Shares and, if given or made, such information or representation must not be relied upon as having been authorised. The Board of Directors has taken all reasonable care to ensure that the facts stated herein are true and accurate in all material respects and that there are no material facts the omission of which would make misleading any statement herein, whether of fact or opinion. The Board of Directors accepts responsibility accordingly. The distribution of the Prospectus and/or the offer and sale of the Shares in certain jurisdictions or to certain investors may be restricted or prohibited by law. No Shares may be acquired or held by, on behalf or for the account or benefit of, Prohibited Persons. In particular, the Board of Directors has decided that US Persons would be considered as Prohibited Persons. 1

5 The Fund must comply with applicable international and Luxembourg laws and regulations regarding the prevention of money laundering and terrorist financing. In particular, anti-money laundering measures in force in the Grand Duchy of Luxembourg require the Fund or its agent to establish and verify the identity of subscribers for Shares (as well as the identity of any intended beneficial owners of the Shares if they are not the subscribers) and the origin of subscription proceeds and to monitor the relationship on an ongoing basis. Failure to provide information or documentation may result in delays in, or rejection of, any subscription or conversion application and/or delays in any redemption application. An investment in the Shares is only suitable for investors who have sufficient knowledge, experience and/or access to professional advisers to make their own financial, legal, tax and accounting evaluation of the risks of an investment in the Shares and who have sufficient resources to be able to bear any losses that may result from an investment in the Shares. Investors should consider their own personal circumstances and seek additional advice from their financial adviser or other professional adviser as to possible financial, legal, tax and accounting issues which they might encounter under the laws of the countries of their citizenship, residence, or domicile and which might be relevant to the subscription, purchase, holding, redemption, conversion or disposal of the Shares of the Fund. THE VALUE OF THE SHARES MAY FALL AS WELL AS RISE AND AN INVESTOR MAY NOT GET BACK THE AMOUNT INITIALLY INVESTED. INVESTING IN THE FUND INVOLVES RISK INCLUDING THE POSSIBLE LOSS OF CAPITAL. 2

6 2. DIRECTORY Registered office of the Fund 2, rue Jean Monnet L-2180 Luxembourg Grand Duchy of Luxembourg Board of Directors John Christopher Wilcockson, Chairman Independent Director 15, rue de L Europe L-7225 Bereldange, Luxembourg Grand Duchy of Luxembourg Xavier Gerard Independent Director 41, rue Siggy vu Letzebuerg L-1933 Luxembourg Grand Duchy of Luxembourg Stéphane Badey Independent Director Partner at Arendt Regulatory & Consulting 41A, avenue J.F. Kennedy L-2082 Luxembourg Grand Duchy of Luxembourg Nicolas Killen Independent Director 2, rue Jargonnant, 1211 Geneva 6 Switzerland Management Company Eric Sturdza Management Company S.A. 2, place de Paris L-2314 Luxembourg Grand Duchy of Luxembourg Depositary The Bank of New York Mellon SA/NV, Luxembourg branch 2-4 rue Eugene Ruppert Vertigo Building Polaris L-2453, Luxembourg Grand Duchy of Luxembourg Administrator and Paying Agent SS&C (Luxembourg) 2, rue Jean Monnet L-2180 Luxembourg Grand Duchy of Luxembourg Investment Manager Veritas Investment Associates (VIA AM) 25, place de la Madeleine Paris France Global Distributor E.I. Sturdza Strategic Management Limited 3rd Floor, Frances House Sir William Place St Peter Port Guernsey GY1 1GX Auditor KPMG Luxembourg, société coopérative 39, avenue J.F. Kennedy, L-1855 Luxembourg Grand Duchy of Luxembourg Legal adviser as to matters of Luxembourg law Arendt & Medernach S.A. 41A, avenue J.F. Kennedy L-2082 Luxembourg Grand Duchy of Luxembourg 3

7 3. DEFINITIONS 1915 Law the Luxembourg law of 10 August 1915 on commercial companies, as may be amended from time to time Law the law of 5 April 1993 on the financial sector, as may be amended from time to time Law the Luxembourg law of 12 November 2004 on the fight against money laundering and terrorist financing, as may be amended from time to time Law the Luxembourg law of 17 December 2010 relating to undertakings for collective investment, as may be amended from time to time. Administration Agreement Administrator Annual Report Articles of Association Benchmarks Regulation Board of Directors Business Day Capitalisation Shares Code of Conduct the agreement entered into between the Fund, the Management Company and the Administrator governing the appointment of the Administrator, as may be amended or supplemented from time to time. the central administration, registrar and transfer agent appointed by the Management Company in accordance with the provisions of the 2010 Law and the Administration Agreement, as identified in the Directory. the report issued by the Fund as of the end of the latest financial year in accordance with the 2010 Law. the articles of association of the Fund, as may be amended from time to time. Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds (and amending directives 2008/48/EC and 2014/17/EU and regulation (EU) no 596/2014). the board of directors of the Fund. any day on which banks are open the whole day and in such other countries or cities as may be specified for a Sub-Fund or Share Class in a Supplement. Shares with respect to which the Fund does not intend to distribute dividends. the code of conduct adopted by the Board of Directors on the basis of the corporate governance principles issued by the Association of the Luxembourg Fund Industry, as may be amended or supplemented from time to time. 4

8 Conversion Day Conversion Fee Conversion Form CSSF Currency Hedged Share Classes Cut-Off Time Depositary Depositary Agreement the day or days on which Original Shares may be converted into New Shares, being a day which is a Redemption Day for the Original Shares and, if that day is not a Subscription Day for the New Shares, the day which is the immediately following Subscription Day for the New Shares, provided that the Cut-Off Time for a Conversion Day shall be the earlier of the Cut-Off Time for redemption of the Original Shares on that Redemption Day and the Cut-Off Time for subscription to the New Shares on that Subscription Day. For the avoidance of doubt, the Conversion Day may be a different day for the Original Shares and the New Shares a fee which the Fund may charge upon conversion of Shares and which is equal to the positive difference, if any, between the Subscription Fee applicable to the New Shares and the Subscription Fee paid on the Original Shares, or such lower amount as specified for each Share Class in the Supplement, where applicable. the forms and other documents, as issued or accepted by the Fund from time to time, which the Fund requires the investor or the person acting on behalf of the investor to complete, sign, and return to the Fund or its agent, with the supporting documentation, in order to request the conversion of all or part of his Shares. The term Conversion Form shall be deemed to include conversion applications placed on electronic or other online trading platforms authorised by the Fund for such purposes. the Commission de Surveillance du Secteur Financier, the Luxembourg supervisory authority of the financial sector. Share Classes for which a currency hedging strategy is implemented, as further described in the Prospectus. Currency Hedged Share Classes are identified in the Supplements. for any Subscription Day, Redemption Day or Conversion Day, the day and time by which an application for subscription, redemption or conversion, as applicable, must in principle be received by the Fund in order for the application to be processed, if accepted, by reference to the Net Asset Value per Share calculated as of that Subscription Day, Redemption Day or Conversion Day, as applicable. The Cut-Off Time is specified for each Sub-Fund or Share Class in the Supplement. the depositary bank appointed by the Fund in accordance with the provisions of the 2010 Law and the Depositary Agreement, as identified in the Directory. the agreement entered into between the Fund and the Depositary governing the appointment of the Depositary, as may be amended or supplemented from time to time. 5

9 Directive 2005/60/EC Directive 2006/48/EC Directive 2013/34/EU Distribution Shares Distributors Eligible Investor ESMA EU FATCA Feeder Fund Fund GDPR Directive 2005/60/EC of the European Parliament and of the Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing as may be amended from time to time. Directive 2006/48/EC of the European Parliament and of the Council of 14 June 2006 relating to the taking up and pursuit of the business of credit institutions (recast), as may be amended from time to time. Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC, as may be amended from time to time. Shares with respect to which the Fund intends to distribute dividends and which confer on their holder the right to receive such dividends, if and when declared by the Fund. intermediaries appointed by the Management Company or the Global Distributor to distribute the Shares. an investor who satisfies all additional eligibility requirements for a specific Sub-Fund or Share Class, as specified for the Sub-Fund or Share Class in the Supplement. the European Securities and Markets Authority. the European Union. the lawful currency of the Member States of the European Union that adopt the single currency in accordance with the Treaty establishing the European Community, as amended by the Treaty on European Union. the Intergovernmental Agreement ( IGA ) concluded on 28 March 2014 between the Grand Duchy of Luxembourg and the United States of America commonly referred to as the Foreign Account Tax Compliance Act (FATCA). as the context indicates, a Sub-Fund or another UCITS or sub-fund thereof qualifying as a feeder fund in the meaning of the 2010 Law. VIA AM SICAV Regulation (EU) 2016/679 of the European Parliament and of the council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC. 6

10 Global Distributor Initial Offer Period Initial Offer Price Institutional Investor Investment Management Agreement Investment Manager Management Company Management Company Agreement Management Fee Master Fund Member State MiFID MMF Regulation Money Market Instrument E.I. Sturdza Strategic Management Limited the first day or period on or during which Shares of a Share Class will be or were available for subscription. the price at which Shares may be subscribed for on or during the Initial Offer Period. an institutional investor as defined by the administrative practice of the CSSF and as may be further defined in each Supplement. the agreement entered into between the Fund, the Management Company and the Investment Manager governing the appointment of the Investment Manager, as may be amended or supplemented from time to time. the investment manager appointed by the Management Company and the Fund in accordance with the provisions of the 2010 Law and the Investment Management Agreement, as identified in the Directory. the management company appointed by the Fund in accordance with the provisions of the 2010 Law and the Management Company Agreement, as identified in the Directory. the agreement entered into between the Fund and the Management Company governing the appointment of the Management Company, as may be amended or supplemented from time to time. the fee payable by the Fund to the Management Company under the Management Company Agreement, as described in section 9.2 (Management Fee)Management Fee of this Prospectus. as the context indicates, a Sub-Fund or another UCITS or sub-fund thereof qualifying as a master fund in the meaning of the 2010 Law. a Member State or a state that is a contracting party to the Agreement creating the European Union or the European Economic Area other than a Member State of the European Union, within the limits set forth by such Agreement and the related acts. Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments, as may be amended from time to time. Regulation (EU) 2017/1131 of the European Parliament and of the Council of 14 June on money market funds. instruments normally dealt in on the money market which are liquid and have a value which can be accurately determined at any time. 7

11 Net Asset Value Net Asset Value per Share New Shares Non-Member State OECD Original Shares Paying Agent Payment Date Performance Fee Prohibited Person Prospectus Redemption Day Redemption Fee as the context indicates, the net asset value of the Fund, a Sub- Fund, or a Share Class determined in accordance with the provisions of this Prospectus. the Net Asset Value of a Share Class in a Sub-Fund divided by the total number of Shares of that Share Class which are in issue as of the Valuation Day for which the Net Asset Value per Share is calculated. Shares described in section 7.6 (Conversion of Shares) of this Prospectus. any state in Europe, America, Africa, Asia and Oceania that is not a Member State. the Organisation for Economic Cooperation and Development. Shares described in section 7.6 (Conversion of Shares) of this Prospectus. the paying agent appointed by the Fund, as identified in the Directory. is defined in Section 14 of each Supplement. the fee which may be payable to the Management Company depending on the performance of certain Sub-Funds or Share Classes, where applicable, as described in section 9.3 (Performance Fee) of this Prospectus. any person considered as a Prohibited Person in the opinion of the Board of Directors according to the criteria set out in the Articles of Association and section 7.10 (Prohibited Persons) of the Prospectus. this prospectus including all Supplements, as may be amended from time to time. a Valuation Day on which Shares may be redeemed by the Fund at a Redemption Price determined by reference to the Net Asset Value per Share calculated as of that Valuation Day. Redemption Days are specified for each Sub-Fund or Share Class in the Supplement. a fee which the Fund may charge upon redemption of Shares, equal to a percentage of the Redemption Price or such other amount specified for each Sub-Fund or Share Class in the Supplement, where applicable. 8

12 Redemption Form Redemption Price Redemption Settlement Period Reference Currency Regulated Market RESA Semi-Annual Report Share Class Shares Sub-Fund Subscription Day Subscription Fee the forms and other documents, as issued or accepted by the Fund from time to time, which the Fund requires the investor or the person acting on behalf of the investor to complete, sign, and return to the Fund or its agent, with the supporting documentation, in order to request the redemption of all or part of his Shares. The term Redemption Form shall be deemed to include redemption applications placed on electronic or other online trading platforms authorized by the Fund for such purposes. the price at which the Fund may redeem Shares on a Redemption Day, as determined for each Sub-Fund or Share Class on the basis of the Net Asset Value per Share as of that Redemption Day and in accordance with the provisions of this Prospectus. the period of time, as specified for each Sub-Fund or Share Class in the Supplement, by the end of which the Fund will normally pay the Redemption Price (less any Redemption Fee) to redeeming investors, subject to the further provisions of this Prospectus. as the context indicates, (i) in relation to the Fund, the Euro, or (ii) in relation to a Sub-Fund, the currency in which the assets and liabilities of the Sub-Fund are valued and reported, as specified in each Supplement, or (iii) in relation to a Sub-Fund or Share Class, the currency in which the Shares of that Sub-Fund or Share Class are denominated, as specified in each Supplement. a regulated market within the meaning of MiFID. Recueil Electronique des Sociétéset Associations the report issued by the Fund as of the first half of the current financial year in accordance with the 2010 Law. a class of Shares of a Sub-Fund created by the Board of Directors, as described in section 7.1 (Shares, Sub-Funds and Share Classes) of this Prospectus. For the purposes of this Prospectus, each Sub- Fund shall be deemed to comprise at least one Share Class. shares of a Sub-Fund or Share Class, where the context so requires, issued by the Fund. a sub-fund of the Fund, as described in section 7.1 (Shares, Sub- Funds and Share Classes) of this Prospectus. a Valuation Day on which investors may subscribe for Shares at a Subscription Price determined by reference to the Net Asset Value per Share calculated as of that Valuation Day. Subscription Days are specified for each Sub-Fund or Share Class in the Supplement. a fee which the Fund may charge upon subscription for Shares, equal to a percentage of the Subscription Price or such other amount specified for each Sub-Fund or Share Class in the Supplement, where applicable. 9

13 Subscription Form Subscription Price Subscription Settlement Period Supplement Swing Pricing Adjustment Swing Factor Swing Pricing Threshold Target Sub-Fund Transferable Security UCI UCITS UCITS Directive the forms and other documents, as issued or accepted by the Fund from time to time, which the Fund requires the investor or the person acting on behalf of the investor to complete, sign, and return to the Fund or its agent, with the supporting documentation, in order to make an initial and/or additional application for subscription to Shares. The term Subscription Form shall be deemed to include subscription applications placed on electronic or other online trading platforms authorised by the Fund for such purposes. the price at which investors may subscribe for Shares on a Subscription Day, as determined for each Sub-Fund or Share Class on the basis of the Net Asset Value per Share as of that Subscription Day and in accordance with the provisions of this Prospectus. the period of time by the end of which the subscriber is required to pay the Subscription Price (plus any Subscription Fee) to the Fund. The Subscription Settlement Period is specified for each Sub-Fund or Share Class in the Supplement. the supplement(s) to this Prospectus for each specific Sub-Fund, which form part of this Prospectus. is defined in section 8.2 (Valuation procedure) of this Prospectus. is defined in section 8.2 (Valuation Procedure) of this Prospectus is defined in section 8.2 (Valuation procedure) of this Prospectus. a Sub-Fund into which another Sub-Fund has invested in accordance with the provisions of this Prospectus. shares in companies and other securities equivalent to shares in companies, bonds and other forms of securitised debt, and any other negotiable securities which carry the right to acquire any such transferable securities by subscription or exchange. undertaking for collective investment within the meaning of Article 1(2)(a) and (b) of the UCITS Directive, being an open-ended undertaking with the sole object of collective investment of capital raised from the public, in accordance with the principle of riskspreading, in transferable securities and other liquid financial assets. undertaking for collective investment in transferable securities. Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) (recast), as may be amended from time to time. 10

14 UCITS Regulations US Person or United States Person means the relevant provisions of the 2010 Law and/or the UCITS Directive applicable to the Fund, the Management Company or the Depositary, respectively, any law or regulation or specific provisions thereof amending, replacing or supplementing the above, and any regulations, circulars, rules or guidance adopted from time to time by the CSSF under the above. any person that is (A) a U.S. person as defined in Regulation S under the United States Securities Act of 1933, as amended, (B) (C) not a Non-United States Person as defined in Rule 4.7 under the U.S. Commodity Exchange Act, as amended, a United States person as defined in Section 7701(a)(30) of the United States Internal Revenue Code, as amended or (D) a U.S. Person as defined in the Further Interpretative Guidance and Policy Statement Regarding Compliance with Certain Swap Regulations, as promulgated by the United States Commodity Futures Trading Commission, 78 Fed. Reg (26 July 2013), as may be amended. United States Persons or US Persons shall be construed accordingly. For the purposes of further clarity, the term US Person shall not include any person whose application has been approved by the Board of Directors in its sole discretion. Valuation Day a Business Day as of which the Net Asset Value per Share is calculated, as specified in the Supplement. 11

15 4. INVESTMENT STRATEGY AND RESTRICTIONS Each Sub-Fund has a specific investment objective and policy described in its Supplement. The investments of each Sub-Fund must comply with the provisions of the 2010 Law. The investment restrictions and policies set out in this section apply to all Sub-Funds, without prejudice to any specific rules adopted for a Sub-Fund, as described in its Supplement where applicable. The Board of Directors may impose additional investment guidelines for each Sub- Fund from time to time, for instance where it is necessary to comply with local laws and regulations in countries where Shares are distributed. Each Sub-Fund should be regarded as a separate UCITS for the purposes of this section. All or part of the Sub-Funds may adopt a feeder investment policy in compliance with the provisions of the 2010 Law, with a view to invest at all times at least 85% of its assets in shares of a Master Fund, as further detailed (where applicable) in the relevant Sub-Fund's Supplement. 4.1 Authorised investments The investments of each Sub-Fund must comprise only one or more of the following. (A) (B) (C) (D) (E) Transferable Securities and Money Market Instruments admitted to or dealt in on a Regulated Market. Transferable Securities and Money Market Instruments dealt in on another market in a Member State that is regulated, operates regularly and is recognised and open to the public. Transferable Securities and Money Market Instruments admitted to the official listing on a stock exchange in a Non-Member State or dealt in on another market in a Non-Member State which is regulated, operates regularly and is recognised and open to the public. Recently issued Transferable Securities and Money Market Instruments, provided that the terms of issue include an undertaking that application will be made for admission to official listing on a stock exchange or dealing on a Regulated Market or another regulated market referred to in paragraphs (A) to (C) of this section, and that such admission is secured within one year of issue. Units of UCITS or other UCI, whether or not established in a Member State, provided that the following conditions are satisfied: (1) such other UCI are authorised under laws which provide that they are subject to supervision considered by the CSSF to be equivalent to that laid down in EU law, and that cooperation between authorities is sufficiently ensured; (2) the level of protection for unitholders in such other UCI is equivalent to that provided for unitholders in a UCITS, and in particular that the rules on asset segregation, borrowing, lending, and uncovered sales of Transferable Securities and Money Market Instruments are equivalent to the requirements of the UCITS Directive; 12

16 (3) the business of the other UCI is reported in semi-annual and annual reports to enable an assessment of the assets and liabilities, income and operations over the reporting period; and (4) no more than ten percent (10%) of the assets of the UCITS or the other UCI whose acquisition is contemplated can, according to their constitutive documents, be invested in aggregate in units of other UCITS or other UCI. A Feeder Fund can be authorised to invest, by way of derogation from the above, at least 85% of its assets in units of another Sub-Fund of the Fund or another UCITS or investment compartment thereof. (F) (G) Deposits with credit institution which has its registered office in a Member State or a credit institution located in a third-country which is subject to prudential rules considered by the CSSF as equivalent to those laid down in EU law, which are repayable on demand or have the right to be withdrawn and maturing in no more than twelve (12) months. Financial derivative instruments, including equivalent cash-settled instruments, listed on a stock exchange or dealt in on a Regulated Market or another regulated market referred to in paragraphs (A)to (C)of this section, or financial derivative instruments dealt in over-the-counter (OTC) provided that: (1) the underlying consists of assets covered by this section including instruments with one or more characteristics of those assets, and/or financial indices, interest rates, foreign exchange rates or currencies, in which a Sub-Fund may invest according to its investment objective; (2) the counterparties to OTC derivative transactions are institutions subject to prudential supervision, and belonging to the categories approved by the CSSF; and (3) the OTC derivatives are subject to reliable and verifiable valuation on a daily basis and can be sold, liquidated or closed by an offsetting transaction at any time at their fair value at the initiative of the Fund. (H) Money Market Instruments other than those dealt in on a Regulated Market or dealt in on another market in a Non-Member State which is regulated, operates regularly and is recognised and open to the public, provided that the issue or the issuer of such instruments is itself regulated for the purpose of protecting investors and savings, and that such instruments are: (1) issued or guaranteed by a central, regional or local authority or by a central bank of a Member State, the European Central Bank, the European Union or the European Investment Bank, a Non-Member State or, in case of a federal state, by one of the members making up the federation, or by a public international body to which one or more Member States belong; (2) issued by an undertaking any securities of which are listed on a stock exchange or dealt in on a Regulated Market or another regulated market referred to in paragraphs (A) to (C) of this section; 13

17 (3) issued or guaranteed by an establishment subject to prudential supervision, in accordance with criteria defined by EU law, or by an establishment which is subject to and complies with prudential rules considered by the CSSF to be at least as stringent as those laid down by EU law; or (4) issued by other bodies provided that investments in such instruments are subject to investor protection equivalent to that set out in paragraphs (H)(1) to (H)(3) of this section and provided that the issuer is a company whose capital and reserves amount to at least ten million Euros ( 10,000,000) and which presents and publishes its annual accounts in accordance with Directive 2013/34/EU, is an entity which, within a group of companies which includes one or several listed companies, is dedicated to the financing of the group or is an entity which is dedicated to the financing of securitisation vehicles which benefit from a banking liquidity line. Each Sub-Fund may invest up to ten percent (10%) of its net assets in Transferable Securities and Money Market Instruments other than those identified in paragraphs (A) to (D)and (H)of this section. Each Sub-Fund may hold ancillary liquid assets. Liquid assets held to cover exposure to financial derivative instruments do not fall under this restriction. Each Sub-Fund may exceptionally and temporarily hold liquid assets on a principal basis if the Board of Directors considers this to be in the best interest of its investors. Each Sub-Fund may borrow up to ten percent (10%) of its net assets on a temporary basis. Collateral arrangements to cover exposure to financial derivative instruments are not considered borrowings for the purposes of this restriction. Each Sub-Fund may also acquire foreign currency by means of a back-to-back loan. The Fund may acquire movable and immovable property which is essential for the direct pursuit of its business. Each Sub-Fund may borrow up to ten percent (10%) of its net assets for this purpose. However, the total amount of borrowing for this purpose and any borrowing on a temporary basis permitted by section above may not exceed fifteen percent (15%) of the net assets of the Sub-Fund. Each Sub-Fund may invest into shares issued by other Sub-Funds of the Fund (called Target Sub-Funds) provided that, during the period of investment: (A) (B) (C) the Target Sub-Fund does not, in turn, invest in the investing Sub-Fund and no more than ten percent (10%) of the net assets of the Target Sub-Fund may be invested in other Sub-Funds; the voting rights attached to such Shares of the Target Sub-Fund are suspended; and the value of such Shares of the Target Sub-Fund will not be taken into consideration for the calculation of the Net Asset Value of the Fund for the 14

18 purposes of verifying the minimum threshold of net assets imposed by the 2010 Law. Master Feeder structures All or part of the Sub-Funds of the Fund may be a feeder UCITS (Feeder Fund) of a master UCITS (Master Fund) as defined in the 2010 Law. In compliance with the relevant provisions of the 2010 Law, a Feeder Fund will at all times invest at least 85% of its assets in shares of a Master Fund. Any Feeder Fund may hold up to 15% of its assets in ancillary liquid assets, including cash, cash equivalents and short term bank deposits in accordance with the provisions of Article 41 (2) of the 2010 Law, as well as financial derivatives instruments for hedging purposes only. To be eligible, any Master Fund must at all times (i) have at least one feeder UCITS among its shareholders, (ii) not itself become a feeder UCITS, and (iii) not hold shares or units of a feeder UCITS in accordance with UCITS Directive. The Sub-Fund s Supplement of the Prospectus will contain information on investment objective and policy of the relevant Master Fund of the Feeder Fund(s) of the Fund. Valuation Day for Shares of a Feeder Fund(s) will correspond to dealing days for shares of the relevant Master Fund. Similarly, the respective dealing cut-off times for the Feeder Fund(s) and the relevant Master Fund are set so that valid subscription or redemption orders for Shares of the Feeder Sub-Fund placed before the cut-off time can then be reflected in the Feeder Fund's investment into the relevant Master Fund. Accordingly, valuation points for the Feeder Fund(s) and the relevant Master Fund must also be coordinated, as each Feeder Fund's investments into their respective Master Fund will be valued at the latest available Net Asset Value per share as published by the Master Fund. Lastly, the financial year of both the Feeder Fund(s) and the relevant Master Fund starts on 1 January and ends on 31 December of each year. A number of documents and agreements must be in place to the effect of coordinating interactions between the Feeder Fund(s) and the Master Fund, in accordance with the relevant provisions of the UCITS Directive: (a) The Management Company shall establish internal conduct of business rules (the Internal Rules of Conduct ) describing, especially, the appropriate measures to mitigate conflicts of interest that may arise between the Feeder Fund(s) and the relevant Master Fund, the basis of investment and divestment by the Feeder Fund(s), standard dealing arrangements, events affecting dealing arrangements and standard arrangements for the audit report. The Internal Rules of Conduct are available on the website of the Management Company at and include, in particular, rules regarding : - the conflicts of interests: for the time being, any Feeder Sub-Fund invests exclusively in a Master Fund that is a Sub-Fund of the Fund. Consequently, the conflict of interest management policy of the Management Company is fully applicable at Feeder Sub-Fund and Master Fund s level, - Standard dealing arrangements: the transmission of dealing orders, payments, the frequency of the calculation and the publication of net asset value of both the Feeder Sub-Fund and the Master Fund must be coordinated and this in particular to prevent any risk / possibility of arbitrage on their units or shares between the accounting and market value (market timing), 15

19 - principles applying to the transfers made by the Fund: when any Sub-Fund becomes a Feeder Sub-Fund following a change of investment policy or when a newly created Feeder Sub-Fund subscribes shares of a Master Fund, the acquisition of these shares of the Master Fund may be settled by transfer of assets in kind from the Feeder Sub-Fund, or which becomes a Feeder Sub- Fund, to the Master Fund subject however to the fact that (i) the contributions in kind may only include securities, values or contracts eligible for the assets of the Master Fund in accordance with the provisions of its constitutive documents and the applicable regulatory provisions, (ii) these assets are valued in accordance with the valuation rules applicable to the value calculation and (iii) these assets are subject to a specific report by the statutory auditor of the Master UCITS at the time of the transfer, when required by laws, - provisions governing the negotiation and provisions related to the audit report: the Management Company shall ensure that the Feeder Sub-Fund has the same accounting years as its Master Fund in order to facilitate the preparation of periodic financial reports. It will also ensure that these reports are prepared in a coordinated manner between them, - additional information regarding these internal rules can be obtained free of charge upon request made to the Management Company. (b) The Depositary and the depositary of each of the Master Fund must enter into an agreement in order to share information regarding the Master Fund, except if the depositary of the Feeder Fund and the Master Fund is the same entity. This agreement describes, especially, the documents and categories of information to be routinely shared between both depositaries or available upon request, the manner and timing of transmission, the coordination of involvement of each depositary in operational matters in view of their duties under their respective national law, the coordination of accounting year-end procedures, reportable breaches committed by the Master Fund, the procedure for ad hoc requests for assistance, and particular contingent events reportable on ad hoc basis. (c) The auditor of the Fund and the auditors of each of the Master Fund must enter into an agreement in order to share information regarding the Master Fund, except if the auditor of the Feeder Fund and the Master Fund is the same entity. This agreement describes, especially, the documents and categories of information to be routinely shared between auditors or available upon request, the manner and timing of transmission of information, the coordination of involvement of each auditor in accounting year-end procedures of the Feeder Sub-Funds and the Master Funds, reportable irregularities identified in the Master Funds and standard arrangements for ad hoc requests for assistance. Each Feeder Fund is invested in specific shares of the Master Fund. The fees, charges and expenses of those specific shares of Master Fund associated with such investment are described in the Master Fund prospectus and details on the actual charges and expenses incurred at the level of the Master Fund are available on the website of the Management Company at Please refer to the section on "Share Classes and Expenses in the relevant Sub-Fund s Supplement of the Prospectus for additional information on fees and expenses payable by the Feeder Fund(s). The key information documents for investors issued for each Sub-Fund 16

20 and Share Class also contain additional information on ongoing charges incurred by the Feeder Fund(s) (aggregated with the charges incurred at the level of the Master Fund). If and to the extent that voting rights attached to shares of the Master Fund will be exercised on behalf of the Feeder Fund, a summary description of the strategies followed in the exercise of such rights, as well as the actions taken on the basis of those strategies, will be made available to investors upon their specific request addressed to the Management Company. It is intended that the performance of the various Share Classes offered by the Feeder Fund will be similar to that of the corresponding Share Class of the Master Fund. However, the performance of both funds will not be equal due, in particular, to costs and expenses incurred by the Feeder Fund and if the Reference Currency of the Feeder Fund differs from that of the Master Fund. 4.2 Prohibited investments The Sub-Funds may not acquire commodities or precious metals or certificates representing them or hold any option, right or interest therein. Investments in debt instruments linked to, or backed by the performance of, commodities or precious metals do not fall under this restriction. Except as set out in section 4.1.5, the Sub-Funds may not invest in real estate or hold any option, right or interest in real estate. Investments in debt instruments linked to or backed by the performance of real estate or interests therein, or shares or debt instruments issued by companies which invest in real estate or interests therein, are not affected by this restriction. The Sub-Funds may not grant loans or guarantees in favour of a third party. Such restriction will not prevent any Sub-Fund from investing in Transferable Securities, Money Market Instruments, units of UCITS or other UCI or financial derivative instruments referenced in section which are not fully paid-up. Furthermore, such restriction will not prevent any Sub-Fund from entering into repurchase, reverse repurchase or securities lending transactions as described in section 4.6 (Efficient portfolio management techniques) below. The Sub-Funds may not enter into uncovered sales of Transferable Securities, Money Market Instruments, units of UCITS or other UCI or financial derivative instruments referenced in section Risk diversification limits If an issuer or body is a legal entity with multiple sub-funds or compartments where the assets of each sub-fund or compartment are exclusively reserved to the investors of that sub-fund or compartment and to those creditors whose claim has arisen in connection with the creation, operation and liquidation of that sub-fund or compartment, each sub-fund or compartment is to be considered as a separate issuer or body for the purpose of the application of the risk diversification rules. Transferable Securities and Money Market Instruments 17

21 No Sub-Fund may purchase additional Transferable Securities or Money Market Instruments of any single issuer if, upon such purchase: (A) (B) more than ten percent (10%) of its net assets would consist of Transferable Securities or Money Market Instruments of such issuer; or the total value of all Transferable Securities and Money Market Instruments of issuers in which it invests more than five percent (5%) of its net assets would exceed forty percent (40%) of its net assets. The limit of ten percent (10%) set out in section 4.3.2, paragraph (A) is increased to twenty five percent (25%) in respect of qualifying debt securities issued by a credit institution which has its registered office in a Member State and which, under applicable law, is submitted to specific public control in order to protect the holders of such qualifying debt securities ( Covered Bonds ). In particular, the proceeds from the issue of Covered Bonds must be invested, in accordance with applicable law, in assets which are capable of covering claims attached to such bonds until their maturity and which, in case of bankruptcy of the issuer, would be used on a priority basis for the repayment of principal and payment of accrued interest. To the extent a Sub- Fund invests more than five percent (5%) of its net assets in Covered Bonds, the total value of such investments may not exceed eighty percent (80%) of its net assets. Covered Bonds are not included in the calculation of the limit of forty percent (40%) set out in section 4.3.2, paragraph (B). The limit of ten percent (10%) set out in section 4.3.2, paragraph (A) is increased to thirty five percent (35%) in respect of Transferable Securities and Money Market Instruments issued or guaranteed by a Member State, by its local authorities, by any Non-Member State or by a public international body of which one or more Member States are members. Such securities are not included in the calculation of the limit of forty percent (40%) set out in section 4.3.2, paragraph (B). Notwithstanding the limits set out above, each Sub-Fund is authorised to invest, in accordance with the principle of risk spreading, up to a hundred percent (100%) of its net assets in Transferable Securities and Money Market Instruments issued or guaranteed by a Member State, by one of its local authorities, by a member state of the OECD or the Group of Twenty (G20) such as the United States, by the Republic of Singapore or by a public international body of which one or more Member States are members, provided that the Sub-Fund holds in its portfolio securities from at least six different issues and that securities from any issue do not account for more than thirty percent (30%) of the net assets of the Sub-Fund. Financial derivative instruments and efficient portfolio management techniques 18

22 Bank deposits Combined limits The counterparty risk exposure arising from OTC derivative transactions and efficient portfolio management techniques (as described below) undertaken with a single body for the benefit of a Sub-Fund may not exceed ten percent (10%) of the net assets of the Sub-Fund where the counterparty is a credit institution which has its registered office in a Member State or a credit institution located in a third-country which is subject to prudential rules considered by the CSSF as equivalent to those laid down in EU law, or five percent (5%) of its net assets in other cases. Each Sub-Fund may invest up to twenty percent (20%) of its net assets in deposits made with a single body. Notwithstanding the individual limits set out in sections 4.3.2, and 4.3.7, a Sub-Fund may not combine, where this would lead to an exposure of more than twenty percent (20%) of its net assets to a single body: (A) (B) (C) investments in Transferable Securities or Money Market Instruments issued by that body; bank deposits made with that body; and counterparty exposure arising from OTC financial derivative instruments and efficient portfolio management techniques (as described below) undertaken with that body. The limits set out in sections to (with the exception of section 4.3.5) may not be combined: investments in Transferable Securities or Money Market Instruments, bank deposits, counterparty exposure arising from OTC financial derivative instruments and efficient portfolio management techniques, issued by or undertaken with, a single issuer or body, each in accordance with the limits set out in sections to (with the exception of section 4.3.5) may not exceed a total of thirty five percent (35%) of the net assets of the Sub-Fund. For the purposes of the combined limits set out in sections and 4.3.9, issuers or bodies that are part of the same group of companies are considered as a single issuer or body. A group of companies comprises all companies which are included in the same group for the purposes of consolidated accounts, as defined in accordance with Directive 2013/34/EU or in accordance with recognised international accounting rules. Index-replicating Sub-Funds Without prejudice to the limits laid down in section 4.4 (Control limits) below, the limits set out in section are raised to twenty percent (20%) for investments in Transferable Securities or Money Market Instruments issued by a single issuer where the investment objective of the Sub-Fund is to replicate the composition of a certain financial index of stock or debt securities which is recognised by the CSSF. 19